Terms of Business - Trade Clients

Version 1-14 - updated 9th July 2014

These Terms of Business record the agreement between us ("Terms of Agreement") in relation to the supply of our Product(s) ("Product(s)") and / or Services ("Services") and shall continue until amended and posted to our web site which may change from time to time.

For clarity these Terms of Business may not be amended by the staff of Clear Prospects Ltd by any form of communication. Changes to the Terms are only agreed to if signed in writing by the Clear Prospects Ltd main Board Director.

Product(s) and Services are supplied to Trade clients on Pro-Forma terms plus VAT unless otherwise agreed.  If credit is agreed, this will be at the sole discretion of Clear Prospects Ltd and may revert to Pro Forma terms at any time if required. Credit may only be granted if an Application For Credit form is completed and at least 2 credit references are obtained to the satisfaction of Clear Prospects Ltd.  4 references will be requested and need to be supplied. The form is available on request from Clear Prospects Ltd.

VAT is not currently payable on orders for delivery outside of the EU.  If you collect goods to be exported from the UK we will require you to send us proof of export once the goods have left the country as appropriate.

For sales to the EU we will require advice of your company VAT number before we are able to process an order.

Clear Prospects Ltd will normally provide a quotation ("Quotation") (costing estimate) for the Product(s) or Service(s) that we are asked to provide. Quotations may be provided verbally, by email, by post or other method of communication including but not limited by product information sheets (PDF's) or by free text created in our communications. All quotations provided are 'best estimated' prices based on the information we have to hand including prices for our own standard range of Product(s) or for Bespoke Product(s) created specially for our trade clients to your own brief.

Quotations are subject to change at any point in the processing of the Order until time of dispatch or collection of the goods and we will notify you of any changes as they occur. Clear Prospects Ltd face many commercial variables that affect Product pricing including but not limited by raw material costs, exchange rate variances, third party supplier costs, fuel surcharges, human error on the part of our staff and suppliers and many other costs and as such reserve the right to amend pricing for our Product(s) prior to dispatch or collection.

If the price for Product(s) or Service(s) changes or is in need of change, we will notify you of the requirement to change by verbal, written, email or other means of communication.  The communication is considered to be received by you on the sending or dispatch of our communication to you and will be reflected in the final invoice that will be raised and sent on completion of the Order.  Sometimes additional costs and changes to pricing will be known in advance of the dispatch of the goods and will be invoiced before dispatch, payable under the same payment terms for your business with Clear Prospects Ltd.

Orders once received, whether by Purchase Order from you or email or other verbal communication will be actioned immediately and considered "ordered" from the moment we receive your instruction.  This is the point at which the terms of business commence and you are liable for costs from this point for Product(s), Services and all reasonable time spent on the Order if cancelled at any point.

CANCELLATIONS AND RETURNS : Orders cancelled prior to despatch will only be permitted subject to prior agreement. Products may not be returned without prior agreement.  Goods manufactured or ordered in for your order cannot be refunded or returned.  Where a return or cancellation is approved in advance, we reserve the right to charge an administration fee equivalent to the higher of 20% of the total order value or 100% of costs incurred plus 25% mark-up under such circumstances.

We reserve the right to alter / review prices, dimensions and descriptions and other details of the Product(s) or Services at any time.

Lead times for Products and Services from Clear Prospects Ltd where provided are to be used only as an indication of the time taken for goods or services. These are only indicative and can not be guaranteed as there are many variables that may be involved in processing your Order. Many circumstances may be beyond our control including but not limited to manufacture delays, customs, shipping and deliveries. Under no circumstance are Clear Prospects Ltd liable for any delays beyond our indicative lead times provided, nor for the Product(s) or any other claim or liability such as, but not limited to loss of your earnings, loss of goodwill or any other form of claim or liability.

If Product(s) / Services are made available or delivered after our indicative lead time or due date, the goods once received are still payable in full without discount unless otherwise agreed by Clear Prospects Ltd Board Director in writing.

In performing their obligations pursuant to this Agreement, each party may have access to and receive disclosure of certain "Confidential Information" about the other party. Confidential Information shall include the terms and conditions of this Agreement as well as formats, computer programs, policies, procedures, methods, technological developments, financial results, formulas, research and development methods, materials, statistics, client solicitation methods, statistics, product development plans, strategies and research data, client contact names and contact details, pricing and cost details, manufacture information and other such information. Neither Party may disclose or appropriate for its own use any Confidential Information of the other whether written or oral for any purpose other than that given in this Agreement, without the prior written consent of the other Party. This clause shall survive the expiration and/or termination of this agreement. Each party agrees to promptly inform the other in the event that it receives a legal demand for disclosure of Confidential Information. The Party whose Confidential Information is requested may, at its sole cost, defend such demand. The recipient of the demand shall co-operate with the other Party as is reasonably necessary. Each party agrees that unauthorised disclosure or use of Confidential Information or reproduction of any of the Product(s) supplied will cause substantial and irreparable injury to the other Party, that monetary damages may not adequately compensate the injured Party for such injury and that the Party whose Confidential Information is wrongly disclosed or Product(s) are reproduced without prior agreement, is entitled to among other remedies that may be available at law, immediate injunctive or other equitable relief for any breach of this Agreement in any court of competent jurisdiction.

Special Offers and other marketing messages shown on the Clear Prospects Ltd web site do not necessarily apply to Trade Orders unless specifically stated as such or confirmed in writing by Clear Prospects Ltd.

This Agreement and any dispute will be governed under English law in England irrespective of the ultimate destination of the Product(s) supplied under this Agreement.

We reserve the right to charge an additional 3% of invoice value (+VAT) for accounts paid on credit card. We do not accept American Express at the current time. Payment is preferred by BACS or direct transfer to our bank account. Our bank account details will be provided on invoices that we issue.

We reserve the right to charge an additional 5% per month above the bank base rate as supplied by Barclays Bank on any invoice value that becomes overdue.  This value will accrue from the date the invoice becomes overdue until cleared funds are received for the total balance outstanding.

Product(s) that are dispatched by us on your behalf (whether Products that we have supplied or items we are handling under our Service provision) are usually dispatched through third party suppliers.

Where we procure the services of any third party supplier, we do so at our own discretion and cannot be held responsible for any delays or losses as a result of our third party suppliers.  This includes but is not limited by carrier companies, postal services, printing services or any other matter.

Invoices raised will seperately list and include the costs of carriage at prices advised on the Quotation / invoice.  Carriage costs are subject to change without notice and may differ to our best estimates provided on our Quotation.  Unless otherwise specifically stated, carriage costs are always payable in addition to the Product(s) and Services even if they have been missed off the Quotation in error or quoted with a price that is different on the final invoice.  Carriage costs are subject to fluctuation in fuel surcharges and other variables reflected in the final invoice and price for the delivery of the goods. Carriage and Service and Product costs invoiced are payable in any event under normal business terms even if the goods are missing or delayed through the services of our carrier suppliers.

Occasionally Clear Prospects Ltd incurr additional costs that are established after the date of dispatch of the goods or unforeseen at the time of the Quotation.  Under these circumstances Clear Prospects Ltd reserve the right to pass these additional costs at commercially based pricing decided by Clear Prospects Ltd and invoiced under normal payment terms.

As an option, we usually offer our Product(s) with Ex Works terms at our normal warehouse address or other address as supplied if you prefer to collect the goods using your own carrier.

Products

Clear Prospects Ltd ("CPL") manufacture a range of Products and also manufacture/distribute/sell other Products sourced or manufactured by third parties, and also manufacture and collate items for our clients specially branded with artwork provided to us known as Bespoke Products - all collectively know as Product(s).

We sell Product(s) through a number of different methods at our discretion and also make our Product(s) directly available to the customer.

Title to the ownership of the Product(s) remains the property of Clear Prospects Ltd until full (cleared) payment is received.

All Product(s) supplied are on the condition that our liability for any fault or defect in the quality, condition, description of fitness for any purpose, is limited to a sum not exceeding the purchase price of the particular Product(s) where such Product(s) are not Bespoke Products.  Clear Prospects Ltd holds no liability whatsoever for Bespoke Product(s) supplied. Further, Clear Prospects Ltd are not responsible for the testing for suitability of purpose or compliance with any local, national or international laws or directives that may apply to the Bespoke Product(s) created though will advise if known at the time if we know of or have heard of the same that may apply to the Bespoke Product(s) being ordered.

It is your responsibility to advise us of non receipt of goods or any problems, complaints or issue with the goods once ordered within 7 days of the despatch date (actual or intended despatch date).

Our own branding incorporating our web address may be shown on the Product(s) even where your own corporate branding is agreed ("Own Branded") if these are Clear Prospects Ltd own products being co-branded for the purposes of sale. Own Branded Product(s) may at our sole discretion also be made available for sale on our web site for home delivery to our customers and unless agreed to the contrary we will retain all revenue from such sales.  Items created for corporate branding that are bespoke (not stock Products) will only be branded and created to your specification and will not be offered for sale elsewhere.

All items that are bespoke and created with own brand details / logos are payable in advance of creation on Pro Forma invoice terms unless otherwise agreed.  Bespoke items are usually quoted for by special Quotation where we will usually outline a confirmation of the requirements from the brief provided to us.

If payment is made against a Pro Forma invoice issued, this is deemed a non refundable deposit against the commencement of work to supply you with the Products or Services agreed.  If at any point in time the full and final amount due is not paid as we require, we will not release the Products or Services to you until full and final payment is received.  If full and final payment is not received by us within 30 days of our communication to you, any funds received for the deposit of the work may at our sole discretion be retained by ourselves without liability and any Products (whether raw materials or finished goods) or Services be retained by us, re-sold or be disposed of as we see most suitable for protecting our own business interests. Unless agreed otherwise in writing, any deposit of funds made to us is only refundable in full or part at our sole discretion.

Product(s) held in storage pending final payment of any sum due on the goods may at our discretion incur storage costs that will be invoiced to you as incurred.  Storage costs are due immediately in full on the date of the invoice.

Product(s) that are bespoke products, branded with a logo as part of the brief may be delivered at +/- 5% on quantity.  Clear Prospects Ltd will deliver overs to you and charge at the unit cost for the products actually ordered. Clear Prospects Ltd will attempt not to under deliver on quantities though under certain circumstances this may not be possible and we will deliver and invoice the quantity that has been manufactured.

Office copies (or spare additional copies) of bespoke products ordered are not as a standard procedure kept at Clear Prospects Ltd, nor are additional units manufactured as sample copies for the client ordering the Product(s).  Clients will be required to order additional units of Products should they require spare units for their records and these will be invoiced at the same unit price as the Product(s) ordered plus any postage to send these to the required destination.

Products that we dispatch to you / your specified destination are not insured for transit. It is your responsibilty to ensure that goods are either collected from our promises or insured to the fullest extent you deem reasonable for the Product(s).  Damages or missing items in any case must be notified to us in writing within 5 working days from dispatch of the goods to you (or within 5 working days of the date the goods were due to arrive with you as agreed).  Claims after this time cannot be entered into.

Commodity Codes for Products supplied.

Clear Prospects Ltd may from time to time provide guidance on HMRC Tariff Code or Commodity Codes that may apply to Products supplied.  This is recommendation only and any person or corporate purchasing the Products and subsequantly exporting the Products should make their own investigations into establishing the correct Commodity Code to use with the Products.  Clear Prospects Ltd accepts no liability for the incorrect use of Commodity Codes.

Copyright of images you send to us for printing onto products

When you order a product that requires us to print a photograph, logo, trademark or design supplied by you to us, you must have legal ownership or express permission to use the image as you direct us.  Please click here to read our conditions about images you send for use.

Services

Services also infers Services relating to Product(s)

Clear Prospects Ltd ("CPL") provide a range of Services including handling and fulfilment, warehousing of clients products, processing and distribution and other Services re-sold from third party suppliers from time to time.

Set Up fees for Product(s) and Service(s) are provided on our Quotations (including artworking and other set up fees as defined).  Occasionally we will provide set up fees or minimum costs within the unit price of the Product(s) or Services quoted for. Unless agreed by Clear Prospects Ltd in writing, set up fees are always payable even if the order is cancelled at any point. If the set up fees are built within the unit price of the Product(s) then we will advise you of the set up liability due at the time of cancellation and will invoice accordingly.

Artwork provided to us with your order for Product(s) where the Product(s) are to be branded with the artwork will be deemed as final and that we are to process this and set this up in accordance with the Quotation we have supplied.  Setting up the artwork means we will incurr the cost of setting this up on the production systems for the Product(s) ordered.  We will provide you with a visual proof or physical product proof to approve before we move into main production of the Product(s) being branded with the artwork. Changes made after the intial set up will be liable to additional fees for amendments being made and will be Quoted to you at the time of the change, or will have already been communicated by way of our initial Quotation.  The fee payable if not communicated seperately will be the same as the original set up fee charged for each amendment made to the artwork.

Monthly fees where appropriate are payable one month in advance.  The first monthly fee is due on the date the service commences and each months' fee thereafter is payable on the same date each month.

The client can terminate the service at any time within the first month though set up fees where applicable will remain payable in full.  After that date the client would be required to provide us with a one months notice to terminate the account.  Notice must be given in writing and no stock that we may be holding on your behalf can be collected until all outstanding invoices have been paid.

The client will agree not to use the service to promote any illegal or immoral business.  We reserve the right to terminate the Contract if the activities may affect our business or clients at our sole discretion.

All major changes to Clients information must be sent to us in writing so as to maintain an accurate database.

Stock held for processing and storage at our premises must be insured by you the client for all events including but not limited to theft, damage and other risks that you deem appropriate.  We only hold stock risk cover over the stock items we actually own in our name.

We do not hold ownership over our clients stock that is provided and delivered to us to be warehoused for handling and fulfilment unless it is supplied under procurement terms by us. In the unlikely event that we should stop trading, all stock will be released to the client to collect from our premises on payment of all outstanding invoices.

Products dispatched to you or your customers or your specified destination will not be insured for the delivery of the goods for all risks including damage, lost goods or any other risk unless arranged and agreed prior to the dispatch with us.  It will be your responsibility to have transit insurance in place for the goods we dispatch whether in bulk or smaller individual orders.

You agree to our terms of business by placing any instruction for business with our company including subsequent variations in our terms as posted from time to time on our web site.